Incorporation • Vietnam

VIETNAM INCORPORATION THAT'S OPERATIONAL, NOT JUST REGISTERED

Vietnam incorporation fails when the sequence is wrong. We manage investment approval, enterprise registration, capital, and licensing in the right order — so your entity is operational, not just registered.

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Vietnam-ready execution

IRC → ERC • capital • licensing sequence

Approval-led setup

IRC (where required) before incorporation, then ERC to establish the entity.

Capital + statutory setup

Charter capital contribution and tax/statutory registrations sequenced correctly.

Licensing readiness

Sector licences and post-incorporation registrations handled before operations begin.

Why incorporate in Vietnam

Vietnam is a key manufacturing and operating hub in Southeast Asia, supported by competitive labour costs, an expanding domestic market, and extensive free trade agreements.

A practical operating base

For foreign investors, incorporation in Vietnam is approval-driven and sequence-sensitive. Successful setup depends on aligning investment approval, enterprise registration, business scope, capital contribution, and post-incorporation licensing in the correct order.

A COMPETITIVE LABOUR MARKET

With over 100 million people and the highest labour force participation rate in Asia, Vietnam offers foreign investors access to a large, young, and cost-competitive workforce.

How We Work

We approach Vietnam incorporation as a regulated implementation process, not a document-filing exercise.

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Structured planning

Each engagement begins with a structured discussion to confirm intended activities, ownership structure, capital planning, and regulatory exposure. Based on this, we advise on the appropriate investment structure, approval pathway, and implementation sequence before any filings are initiated.

Managed execution

We coordinate directly with the relevant authorities and counterparties to manage investment approval, enterprise registration, capital contribution procedures, and licensing in the correct order. This reduces execution risk and avoids downstream compliance issues.

Designed for founders, CFOs, and regional management teams who prioritise regulatory certainty, predictable timelines, and operational readiness over speed-driven setups.

VIETNAM

Our Incorporation Process

From approvals to operational readiness, managed in the correct sequence.

Structure and activity assessment

Proposed activities, ownership structure, and foreign investment eligibility are reviewed to determine approval and licensing requirements.

Investment approval

Where required, an Investment Registration Certificate (IRC) is obtained prior to company incorporation.

Enterprise registration

Following approval, the Enterprise Registration Certificate (ERC) is issued to establish the legal entity.

Capital contribution and registration

Charter capital is contributed within the statutory timeframe, followed by tax registration and statutory setup.

Compliance handover and ongoing support

Post-incorporation obligations, reporting requirements, and ongoing compliance responsibilities are clearly outlined. We continue to support statutory filings and regulatory coordination after setup.

Entity options for foreign investors

The appropriate structure depends on your intended activities and regulatory considerations.

INVESTMENT OPTION	REPRESENTATIVE OFFICE (RO)	FOREIGN-INVESTED ENTERPRISE (FIE)	JOINT VENTURE (JV)
COMMON PURPOSE	Liaison with overseas headquarters Market research and sourcing	Manufacturing, trading, and service provision Full commercial operations in Vietnam	Entry into restricted or conditional sectors Leveraging local partner networks or distribution
KEY ADVANTAGES	Simplest foreign investment structure to establish Useful for early-stage market entry	Full foreign ownership and management control Ability to invoice, receive payments, and issue VAT locally Full operational capability	Access to restricted or conditional sectors Ability to leverage local market knowledge and networks
KEY LIMITATIONS	Cannot conduct revenue-generating activities Cannot enter contracts on behalf of the parent company Limited operational scope	Investment approval (IRC) required before incorporation in many sectors Charter capital contribution required within statutory timeframe Subject to business scope, licensing, and post-incorporation compliance	Shared control and profit distribution Potential IP and technology transfer risks Complexity in structuring and ongoing governance

Key requirements for incorporation

To incorporate a foreign-owned entity in Vietnam, the following requirements must be addressed.

IRC (where applicable)

Foreign investors may be required to obtain an Investment Registration Certificate (IRC) prior to incorporation, depending on ownership structure, sector, and business activities.

Permitted activities boundary

The approved business scope defines permitted activities and determines licensing requirements, tax treatment, and operational limitations.

Commercially reasonable + timed

Charter capital must be aligned with approved business activities, with full contribution required within the statutory timeframe after incorporation.

Resident legal representative

At least one Legal Representative must be appointed and reside in Vietnam.

Physical registered office

A physical registered office address in Vietnam is required for regulatory correspondence and inspections.

Before operating

Additional business licences, tax registration, and statutory accounting setup may be required before operations can commence, depending on the sector.

Identification & documentation

ID documents are required for shareholders, directors, and key management. Corporate shareholder records may require notarisation and legalisation.

Frequently Asked Questions

Can foreigners own 100 % of a company in Vietnam?

Yes. Full foreign ownership is permitted in many sectors, subject to Vietnam’s investment regulations and sector-specific conditions.

How long does incorporation take?

Timelines vary depending on approval requirements, sector conditions, and document readiness. Incorporation typically takes several weeks, with exact timelines confirmed during onboarding.

Do I need to be in Vietnam to incorporate a company?

Physical presence is generally not required. Incorporation and approval processes can be managed remotely, subject to documentation and verification requirements.

Does incorporation guarantee a Vietnam bank account?

No. Company incorporation and bank account opening are separate processes. While a properly structured incorporation improves bank onboarding outcomes, account approval is subject to each bank’s internal KYC and risk assessment. We provide guidance on banking readiness and documentation, but final approval rests with the bank.

Ready to establish your Vietnam presence with clarity and control?

Work with a partner that manages Vietnam incorporation, investment approval, and ongoing compliance with clear accountability and realistic timelines.

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